DC Animated Universe
DC Animated Universe

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Batman: Mask of the Phantasm was the first movie based on Batman: The Animated Series, released on December 25, 1993. It is also the first feature-length film of the DCAU, as well as the only one to receive a theatrical release.


The Phantasm attacks Chuckie Sol.

While Batman is busting an illicit counterfeiting operation, gangster Chuckie Sol attempts to make his getaway on wheels from a high-rise parking garage. He is suddenly confronted by a shadowy figure in a cape, which he assumes to be Batman. However, it is instead a different costumed figure, with a deep, echoing voice, a ghostly mask, and a vicious blade on the end of one arm. A frightened Sol tries to run down the new threat, but his target disappears in a cloud of smoke. Sol instead smashes through the wall of the parking structure and crashes into an adjoining building, dead on impact. Witnesses note Batman's arrival on the scene, and most jump to the conclusion that he has finally let one of his normally non-lethal pursuits go too far.

Batman is still a mysterious and frightening figure to most of the public. Fueling the anti-Bat bias is councilman Arthur Reeves, a vocal opponent of Batman's methods and a major thorn in the side of Commissioner James Gordon. Reeves goes over Gordon's head to recruit police officers who share his distaste for Batman's activities.

Later, Reeves is contacted by his old friend, Andrea Beaumont, who is just arriving in Gotham City. He asks Andrea whether she is planning on looking up "old friend," Bruce Wayne. Dropping the in-flight magazine which she had been nostalgically looking at, she dismissively calls the relationship "ancient history", but a flashback tells otherwise...

While visiting his parents' grave, a young Bruce Wayne overhears a younger Andrea visiting her mother's, talking to her as though she is still alive. The two strike up a conversation, and sparks immediately fly.

A young Bruce meets Andrea.

Bruce has spent the last fifteen years of his life training himself to fight injustice, and is now very close to beginning the fight. That night, he dons a ski mask and confronts a group of thieves hijacking a truck of goods. When he yells at them to surrender, they just attack him. Bruce's martial arts training and advanced equipment make short work of the thugs, and he is elated to see that his training has paid off. Then the remaining thug starts up the truck, and a simple job becomes a high-speed chase on the highway, ending in a crash that nearly kills Bruce and his quarry.
The next morning, Bruce is recuperating and relentlessly practicing his jiu-jitsu on the lawn. He says "The Plan" has gotten off to a good start, but he needs a way of striking fear into his enemies. Andrea visits, tired of waiting for Bruce to call. To his surprise, she shows him a few moves of her own, and they end up in a tangle on the ground. Laughing, he kisses her, and Alfred turns away discreetly...

Gangster Buzz Bronski, an old associate of Chuckie Sol's, visits his grave at night and drops a desultory wreath by the headstone. However, Bronski is then confronted by the same mysterious figure and chased through the graveyard, yelling for his bodyguards. Bronski falls into an open grave, and the statue above it is tipped inside, crushing him to death. His bodyguards arrive to see his remains and a figure in a cape disappearing over the next rise, leading them to believe that the figure is Batman and he has killed Buzz.

The next day, headlines confirm eyewitness accounts that Batman has turned to killing. Reeves then demands to have him captured, but Commissioner Gordon, knowing that Batman would never commit murder, tells Reeves that he will have no part in his crusade to catch him. Reeves orchestrates a trap with the police for Batman using the Bat-Signal, but Batman, who had been listening to Reeves and Gordon's argument, does not turn up, much to Reeves' amusement, as this further fuels his belief of Batman's guilt.

Batman visits his parents' grave.

Batman investigates the spot where Bronski was murdered, but then takes a brief moment to visit his parents' grave. Just then, he overhears a familiar voice, and turns a corner to find... Andrea, speaking to her mother's grave. She turns around, just as shocked as Batman is. He runs off, but Andrea notices the grave he was standing near. She realizes who the man behind the cowl truly is.

While spying on Reeves and Andrea having dinner, Batman has another flashback:

Bruce and Andrea have been dating for a while now, and tour the Gotham World's Fair together. Afterwards, Andrea takes him to meet her father, Carl Beaumont, a high-powered Gotham businessman (Bruce also meets a young Reeves, a hotshot lawyer in Beaumont's company). Bruce receives Carl's stamp of approval, but their meeting is crashed by shady mobster Salvatore Valestra. Excusing themselves, Bruce and Andrea see a street merchant being harassed by a motorcycle gang. Bruce tells Andrea to stay put, and leaps into the fray. With his training, he easily knocks out two of the gang, but, catching sight of Andrea's terrified expression, he becomes distracted for a crucial second, and takes a blow to the chest that knocks him to the ground, allowing the gang to escape with the merchant's money box.

"I need it to be different now."

That evening, Bruce paces Wayne Manor in agitation: he has realized that he must choose between Andrea or his vow to fight crime. During a rainstorm, he goes to his parents' grave, and begs to be released from his vow: when he made it, he never expected that he could find happiness with someone else. No answers come from his parents' tomb, but Andrea, who knows him very well by now, appears next to him and gives him the answer he needs.

Valestra, now old and failing in health, panics on seeing the headlines about Sol and Bronski's murders, and meets Reeves in private, asking him to confirm if Batman is hitting "our people". Reeves does confirm it, but hastily excuses himself, feeling he doesn't need Valestra anymore.

While investigating possible connections between Sol and Bronski, Batman finds that they were partners in several joint ventures - Adam's Tool and Die, the O'Neil Funding Corp. and Puckett & Peterson - all dummy corporations run by Valestra. Finding his past resurfacing, Batman examines old photos of the three gangsters, one of which includes Carl Beaumont.

On the cliff overlooking the sea behind Wayne Manor, Bruce proposes to Andrea. She is astonished—she never really believed that Bruce would choose her over "The Plan", but Bruce declares that whatever plan he has for his life, she is now part of it. They embrace and kiss, but are interrupted by a swarm of bats erupting from a hole in the ground.
Bruce drops Andrea off at her home, where she notices other cars parked outside. It appears odd as her father usually wouldn't see clients this late. She goes inside to tell her father the good news. Bruce and Valestra's "chauffeur", standing watch outside, catch a quick glimpse of each other before he leaves.
The next morning, Bruce climbs up from exploring the cave under the Manor, which is much more extensive than he'd thought. Alfred is waiting, and regretfully gives Bruce a message: Andrea, returning his ring, saying she has to leave, and telling him to forget her.

Bruce dons the cowl for the first time.

Heartbroken, and having nothing left to hold him back, Bruce throws himself back into "The Plan". He adopts a new, terrifying appearance as "Batman". As Bruce dons the mask of Batman for the first time, Alfred serves as the only witness to this transformation and remarks in both terror and astonishment, "My God!". Thus, Batman's war on crime truly begins.

Joker assures Valestra that he'll take care of everything...

Seeing no other choice, Valestra goes alone to meet The Joker, with whom he has some past history. Valestra offers to hire him to kill Batman. Joker appears not to be interested, but Valestra angrily reminds him that "his hands are just as dirty" as theirs, and that Batman will surely come for him next. Joker loses his temper briefly, then laughs, assuring Valestra that no one will never hurt him...

Batman confronts Andrea in her hotel room, demanding to know what she knows about the gangster murders. She claims ignorance, then coldly orders him out. But as soon as he's gone, she collapses onto her bed, sobbing uncontrollably.

Later that night, the shadowy vigilante enters Valestra's mansion to execute him, only to find he is too late: Valestra has been poisoned by Joker venom. Sitting on his lap is a surveillance camera, and a radio from which comes Joker's voice. Sheepishly, he admits that he messed up, and the killer isn't Batman after all. Realizing the danger, the vigilante leaps from the building's window just as the package in Valestra's lap explodes.

Batman pursued by the police.

Batman confronts the vigilante, chasing him across several rooftops, but is then confronted by a police task force with orders to arrest him. As the vigilante vanishes in a cloud of smoke, Batman flees, and is pursued into a construction site by a tactical squad under Harvey Bullock's command. Seeing Batman above, one over-eager officer empties his submachine gun at the building, hitting a propane tank and igniting an explosion that knocks Batman senseless. He is forced to buy time by removing his cape and cowl and sending them flying up towards the police helicopter, distracting the task force while he escapes to the ground floor. Now unmasked, and severely dazed by the explosion, he stumbles to the end of an alley, with the police right behind him, and no means of escape... until Andrea appears in her car and tells him to get in. Bruce jumps in and she speeds away, leaving the police behind.

At Wayne Manor, Andrea tells him what really happened the last night they saw each other...

Andrea returned home to tell her father the good news of Bruce proposing to her, only to find him in the clutches of three mobsters: Sol, Bronski, and Valestra. Carl had been doing business with them, but now they've discovered that he's been embezzling, and must die. Carl begs for one more chance, saying that he can return their money by no later than the next day. Valestra agrees, but as soon as they are gone, Carl tells Andrea they must leave town immediately. The money will actually take weeks to acquire, and Valestra won't wait. Andrea pleads that she and Bruce have just become engaged, but Carl tells her that they will both be dead by the next day if they don't escape. Anguished, Andrea asks why her father has ruined both their lives, and Carl swears that he will make things right again...

Andrea fills in the rest of the story: she and Carl escaped to Europe, and he was eventually able to pay back the gangsters' money, with interest, but they still wanted revenge.

Bruce reaches the obvious conclusion: Carl had to find another way to rid himself and Andrea of the mobsters, so he has been hunting them down, one by one. Realizing that Andrea had no choice but to leave him, he remembers his love for her, and the two spend the night together.

The next morning, Bruce and Andrea agree to try and make their relationship work, despite Bruce's coming showdown with Carl. He he sees her off. Despite Alfred's enthusiasm for his master, Bruce is unsure whether he can still make the same choice he made ten years before, despite admitting he still loves Andrea. But while he is looking over the photo of Carl Beaumont and the three gangsters, he realizes something: Valestra's chauffeur, standing in the background, is actually the Joker before his transformation, likely making him the killer's next target.

The Joker gets to Reeves.

In his office, Reeves fumes about the police's failure to catch Batman. He is suddenly confronted in secret by the Joker, who reveals that he's seen the real killer and reminds Reeves about his own history with the mobsters. Joker now has his own pet theory: Reeves has hired the mysterious vigilante to eliminate the witnesses to his dealings with Valestra and his gang, which means that Joker himself is next on Reeves' list. Flustered, Reeves denies it, but then Andrea telephones his office to cancel their lunch date. Needing no further proof, Joker stabs Reeves with a needle, injecting him with a slow-acting version of his Joker toxin.

Reeves is rushed to the hospital, laughing hysterically. A doctor sedates him, warning him that he must stay calm in order to let the toxin run its course. But as soon as he is alone, Batman confronts him, demanding to know what the Joker wanted. Reeves confesses: Beaumont enlisted his help in getting himself and Andrea out of town, and kept quietly in touch over the years. Later, when Reeves was running for the office of city councilman for the first time, Beaumont refused his pleas for financial assistance. In his desperation, Reeves sold Beaumont's whereabouts to the mob, being told that they just wanted their embezzled money returned. Remembering it all causes Reeves to start laughing all over again as Batman leaves in disgust, and the doctors rush in to try and settle him down.

Realizing the truth, Batman rushes to Andrea's hotel room to confront her, but she is gone. Then the Joker calls the room, telling her he's sending her a gift. Batman looks out the window to see a toy plane flying towards the room, carrying a bomb. He manages to detonate it before it gets inside, but remembers where he once saw a toy plane like that.

Outside the Joker's hideout, in the ruins of the World of the Future Fair, Andrea remembers what brought her to this point:

Andrea returns home from grocery shopping, to see Valestra's chauffeur emerging from the house. She told him that her father already paid Valestra, but he just silently walks past her. She rushes inside and screams upon finding her father dead while the chauffeur takes advantage of the moment to pick an apple out of Andrea's dropped grocery bag and eat it.

Inside his hideout, the Joker is confronted by the killer while eating a bolo sausage sliced by his cooking animatronic Hazel, but he's already managed to deduce the vigilante's identity as Andrea herself, and the two fight. Andrea appears to have the upper hand, until the Joker escapes and lures her into the path of a gigantic aircraft engine, which sucks her off her feet and nearly kills her until Batman arrives in a Batcycle and crashes it into the engine rotors, destroying it, much to the Joker's annoyance.

"But Andi, what will vengeance solve?"

Batman confronts Andrea: he now knows her father is dead, and she has been killing his tormentors, one by one in revenge for killing him. She actually arrived in Gotham earlier to kill Chuckie Sol and used her late father as a scapegoat if necessary. Andrea says she has nothing left except her revenge on the men who ruined their lives. Batman pleads with her to leave and let him apprehend Joker his way.

Elsewhere, Joker starts a countdown to blow up the entire complex. Batman's pursuit of Joker takes him through the old exhibitions, and Joker distracts him with a set of booby traps, long enough to don a jetpack and fly into the sky. Batman manages to jump onto his back and yank him off course, causing them both to crash and leaving them exhausted, with Batman even admitting he's willing to risk dying with the Joker if it means stopping him from escaping.

Then, Andrea reappears and grabs hold of Joker. Batman pleads with her to run as the fairground is wired to explode, but she refuses and bids him goodbye. The bombs explode, and the entire complex begins to burn. The Joker laughs maniacally as Andrea disappears with him in a cloud of smoke. The ground underneath Batman collapses, and he falls into a sewer line, which carries him away from the inferno.

Bruce finds the locket Andrea left to remember her by.

In the Batcave, Bruce laments that he was unable to save Andrea. Sadly, Alfred tells him that Andrea was beyond redemption. Then Bruce notices a glint in the distance, and finds a locket that belonged to Andrea wedged in a nook in the cave wall: inside is a picture of her and Bruce. Desolate, Bruce realizes that she must still be alive, but is once again lost to him, now and forever.

On a cruise ship out at sea, one of the passengers notices Andrea standing alone at the rail. He starts to introduce himself, but notices her rather cold greeting, and mourning veil. She wishes to be left alone.

Batman stands on a rooftop overlooking the city, as he has done countless times before. Whether by fate or by design, it seems he cannot escape his purpose. Seeing the Bat-signal light up the sky, he throws off his reverie, and swings off into the night.


Background information

Home video releases

Production notes

  • During the film's early development, the film was going to be called Batman: Masks. It was, however, changed to Batman: Mask of the Phantasm during production.[1]
  • Because it was a feature film, the movie featured scenes of violence and some mature content that could not have been shown on the original series. These include:
    • Batman throwing punches directly at an opponent's face, and said punches being shown impacting, such as with Chuckie Sol's goon in the opening fight scene.
    • The deliberate murders (though they are performed off-screen) of Chuckie Sol, Buzz Bronski and Salvatore Valestra (the first actual fatality caused by Joker gas, as well as his corpse being shown).
    • Characters such as Valestra and the pre-transformed Joker smoking.
    • When Reeves mocks him, Bruce gives him back his handkerchief and says he knows where he can "stick" it.
    • Andrea kneeing Joker in the groin during the fight in his hideout.
    • Batman bleeding after getting caught in an explosion at the construction site during his escape from the Gotham police.
    • Batman kicking Joker in the face, hard enough to bloody his nose and knock out one of his teeth.
    • Batman's arm being knifed by the propeller of Joker's toy plane, causing a small spray of blood.
    • Batman and Joker both bleeding after crashing into the giant globe at the fair grounds.
  • Although Alan Burnett intended to tell a story far removed from the television show's regular Rogues gallery, the Joker was placed cautious in the story because the creative team didn't want a connection with the Jack Nicholson version of Tim Burton's Batman film. According to Paul Dini, the Joker was always part of the story,[2] but in order to feature the Joker as a solo threat, Bruce Timm and Burnett convinced Dini to not bring back Harley Quinn for that reason, a technique used previously in the Batman: The Animated Series episodes "Joker's Wild" and "The Strange Secret of Bruce Wayne".[3]
  • The film was only released for a very brief theatrical run, since the producers did not anticipate high receipts. However, it was very well-reviewed, with some critics going so far as to suggest it as the most accurate depiction of Batman that had yet existed outside of the comics world (in stark contrast to the live-action films directed by Tim Burton and Joel Schumacher). Upon release on home media, the video found a wider audience and is now considered something of a cult classic. Given this favorable reception, Bruce Timm expressed some remorse that they had not tried to market the film more aggressively before the theatrical release.
  • In the film's original script, there was going to be a subplot in which a photojournalist named Burton Earny was to take a photograph of the Phantasm after killing Chuckie Sol, exonerating Batman of being suspect of the murders of Sol and the other core members of the Valestra mob. While Earny's subplot was ultimately cut from the finished version of the film, Earny still appears at the end aboard the cruise ship as the man who meets Andrea at the deck.
  • The film's plot, especially the flashback sequence of Bruce Wayne's first night as crime fighter, very much resembles a scrapped Batman: The Animated Series episode written by Michael Reaves, entitled "Vigil", in which Bruce would have remembered his early days as Batman.[4]

Production inconsistencies

  • During the flashback of Bruce's first crime-fighting job, the ski mask covering his face also covers his mouth when he kicks one of the thugs.
  • During the flashback of Bruce and Andrea beginning their relationship, she is wearing a sleeveless dress. However, sleeves appear on it when Bruce trips her.
  • Valestra's silver waistcoat disappears when Joker shoves him into the roller coaster, and then again when Joker says, "Don't touch me, old man! I don't know where you've been".
  • When Batman first sees the photo of Carl Beaumont and the gangsters, Beaumont is looking directly at the camera. However, when he later identifies the Joker in the photo, Beaumont is looking off to the side.
  • When Batman shows Andrea the picture of her father and the gangsters, his hand holding the picture is missing its glove, but in the next close-up shot, the glove is back on his hand.
  • After Batman leaves Andrea's hotel room, she drops her glass of wine. However, it doesn't break when it hits the ground, even though there is a sound of glass shattering.
  • Unlike in the series, Batman does not wear a helmet over his cowl while riding the Batcycle in the movie.
  • Andrea rescues Bruce before he is captured, and they rush safely back to Wayne Manor. However, the police should still be able to catch them, as helicopters would follow them from above and radio which direction they're headed. Also, the officers who saw them speed away would still follow them in police cruisers and inform additional units to be on the lookout for an escaping convertible. Likewise, it seems strange how the Gotham police never seem to act this aggressively in capturing more dangerous criminals as they are with Batman in the movie.
  • When Reeves is in the hospital, the door is left halfway open when he is alone. However, right when Batman enters through the window, the door is closed.
  • The grave of Bruce's parents looks completely different than how it was seen in the Batman: The Animated Series episode "Nothing to Fear".
  • The film shares a plot hole with Batman Returns. During the course of the film, Batman is blamed for the deaths of the core members of the Valestra mob. Arthur Reeves ordered his arrest, but he escaped. At the end of the film, the Bat-signal appears and Batman goes to save the day again. However, he never demonstrated that he was innocent, like in Returns, where Batman never demonstrated that he didn't pushed the Ice Princess to her death. This oversight could be mainly because, as previously mentioned before, Burton Earny's subplot was removed from the film.


  • To coincide with the film, a 1993 episode of HBO First Look, entitled "Behind the Mask: The Making of Batman: Mask of the Phantasm", interviewed the cast and crew (including Batman's creator Bob Kane).
  • In the 2005 film Batman Begins, Bruce Wayne wears a ski mask with his Normex survival suit before completing the Batsuit. It's unknown if this was an homage to Mask of the Phantasm by the filmmakers or not. Bruce later wears a ski mask again briefly in the 2012 sequel The Dark Knight Rises.
  • Dana Delany would work with Kevin Conroy and Mark Hamill again in the Superman: The Animated Series three-part crossover episode "World's Finest" as Lois Lane.
  • The name "Phantasm" is not used in any way, shape, or form within the context of the storyline. Without the title and credits of the movie, Andrea Beaumont's alter-ego would be practically nameless.
  • Chuckie Sol's line when he tries to run over the Phantasm, "This time I've got you, you lousy stinking..." is almost exactly what was said by Tony Zucco in the Batman: The Animated Series episode "Robin's Reckoning", in which he almost runs Batman over, "Now I've got you, you lousy stinking...".
  • The Joker's line when he is offered a lot of money by Salvatore Valestra to take out Batman, "What do I look like, pest control" is the same line that was said by Bruce Wayne to Dr. March in the episode "On Leather Wings".
  • Andrea Beaumont's voice actress Dana Delany delivered the line "He laughs!" similarly in the western film Tombstone (also released in 1993).
  • Despite his significant role in the original series, Commissioner Gordon only appears twice in the feature film.
  • One of the thugs in the semi truck heist is named "Radomski", shown in the newspaper where he claims to be innocent. This is a homage to Batman: The Animated Series co-creator Eric Radomski.
  • Stacy Keach voices both Carl Beaumont and the Phantasm, encouraging the red herring belief that they are the same person. This type of red herring was used again in Batman Beyond: Return of the Joker when Mark Hamill voiced Jordan Pryce (the prime suspect for the new Joker).
  • Robin/Dick Grayson's absence is explained in the novelization of the movie that he is in college.
  • The fate of the Joker is left unrevealed in the movie, but a DCAU comic expanding on the movie's events provides an explanation: Andrea drags him into the sewer below and they fight for a while until an explosion from above separates them and knocks Joker into the water, where he is carried away by the current.
  • The World of the Future Fair is inspired by the 1964 New York World's Fair; the song playing, “Welcome to the Future” is similar to "There's a Great Big Beautiful Tomorrow" which played in the Disney/General Electric sponsored "Progressland".
  • When a toyline of the film was released by Kenner, an action figure of the Phantasm was packaged unmasked, which gave away the film's mystery. Also, an action figure of the Joker in his jetpack was released.
  • Some sources have stated that the film takes place in the 1940s (most likely due to the film noir/art deco visual style of both the film and the original series). This is contradicted by the advanced technology featured in the film that didn't exist in that period, and the original series episode "Beware the Gray Ghost" featured a magazine cover dated in 1992.
  • In the 2014 videogame, Lego Batman 3: Beyond Gotham, this movie is referenced by the Joker, because he said in a level that in the past, he had a jetpack, and along with Batman, "walk" with him in an amusement park.
  • The design of Arthur Reeves in this movie is similar to the design of Harvey Dent, before his disfiguration in "Two-Face".
  • When Reeves is in the hospital, his appearance is very similar to that of Jack Ryder in "Beware the Creeper".
  • The original plot for the first Batman animated film of the DCAU, was intended to be the episode, "Trial".
  • During the flashback sequences of the film, Bruce is seen practising a fighting style which, according to him, is Jui-Jitsu. However, Bruce's fighting style and movements were in reality Taekwondo. The movement that Andrea performed to him, however, was Jiu-Jitsu.
  • This was the only animated Batman movie that was released in theaters, until Batman: The Killing Joke was released in July 2016; it was subsequently followed by Adam West's Batman: Return of the Caped Crusaders in October 2016 and The Lego Batman Movie in February 2017.


Actor Role
Kevin Conroy Batman/Bruce Wayne
Dana Delany Andrea Beaumont
Hart Bochner Arthur Reeves
Stacy Keach Phantasm and Carl Beaumont
Abe Vigoda Salvatore Valestra
Dick Miller Chuckie Sol
John P. Ryan Buzz Bronski
Efrem Zimbalist, Jr. Alfred
Bob Hastings Commissioner Gordon
Robert Costanzo Detective Bullock
Mark Hamill The Joker
Jane Downs Additional Voices
Pat Musick Announcer, Additional Voices
Vernee Watson-Johnson Party guest, Additional Voices
Ed Gilbert Jake and Dougan, Dispatch, Additional Voices
Peter Renaday Doctor, Additional Voices
Jeff Bennett Laughing biker thug, Helicopter cop, Additional Voices
Charles Howerton Thug, Additional Voices
Thom Pinto Additional Voices
Marilu Henner Additional Voices
Neil Ross Biker thug, Additional Voices
Arleen Sorkin Bambi (uncredited)

Uncredited appearances


Phantasm: Chuckie Sol...
Chuckie Sol: Batman! How'd you get here?
(He shoots at the Phantasm's chest, without effect)
Phantasm: Your Angel of Death awaits...
Chuckie Sol: You ain't the Bat! Who... who are you? What do you want?
Phantasm: I want you, Chuckie boy.

Reeves: (on the television) What kind of city are we running when we depend on the support of a potential madman?
Alfred: (shuts the television off) Such rot, sir. Why, you're the very model of sanity. Oh, by the way, I pressed your tights and put away your exploding gas balls.
Bruce: Thank you, Alfred.

Bruce: Thanks for the handkerchief, Arthur. You know where you can stick it.

Andrea: Hi. Hey, what happened to you? Trip over some loose cash? It's been three days since we met and still no calls. I figured you must be dead or something.
Bruce: You expect every guy you meet to call you up?
Andrea: The ones who are smart enough to dial a phone.

(At Chuckie Sol's grave)
Buzz Bronski: Chuckie, Chuckie... (drops a wreath on the grave, tipping over a vase of flowers left there earlier) You always were a loser.

Reeves: What do you mean, you won't?! You have to go after him!
Commissioner Gordon: He didn't do it! It's garbage, Mr. Reeves! The Batman does not kill. Period! You want him, you get him! I'll have no part of it.

Bruce: What the heck am I doing, Alfred? This isn't part of the Plan! I must be going nuts!
Alfred: If I may make so bold, Master Bruce, I'd say quite the reverse.

(At his parents' grave)
Bruce: It doesn't mean I don't care anymore. I don't want to let you down, honest, but... but it just doesn't hurt so bad anymore. You can understand that, can't you? Look, I can give money to the city they can hire more cops. Let someone else take the risk, but it's different now. Please... I need it to be different now. I know I made a promise, but I didn't see this coming. I didn't count on being happy. Please... tell me that it's okay.
(Andrea appears)
Andrea: Maybe they already have. Maybe they sent me.

Batman: Sal's having company tonight. Don't wait up.
Alfred: (Teasing) Meaning, I trust, that once you're done with him, you'll be seeing her?
Batman: (Irate) You think you know everything about me, don't you?
Alfred: I diapered your bottom, I bloody well ought to... sir!
Batman: Well, you're wrong!

Bruce: (after meeting Sal Valestra) Is my shirt too big, or is that my flesh crawling?

(Bruce proposes to Andrea)
Andrea: Of course I will! I never thought this would happen. I always felt like... like I'd thrown you a curveball, like you never knew what to do with me, because I wasn't in "The Plan".
Bruce: You are now. I'm changing the Plan.

Alfred: (when Bruce puts on the cowl for the first time) My... God!

Salvatore Valestra: (about to see the Joker) If there was just some other way...

Joker: Can't be too careful with all those weirdos around.

Joker: That's it. That's what I want to see! A nice-big-smile.

Batman: Where's your father now?
Andrea: Haven't a clue. Why don't you try Madagascar?
Batman: That's not what you told Reeves. You told him you were closer than ever to your father.
Andrea: You had me bugged, is that it?
Batman: I can read lips.
Andrea: Then read them now: Get out.
Batman: You still follow your dad's orders?
Andrea: The way I see it, the only one in this room controlled by his parents is you.

Joker: Whoops! Ha! Guess the joke is on me. You're not Batman after all. Looks like there's a new face in Gotham and soon his name will be all over town... to say nothing of his legs, and feet, and spleen, and head...
(room explodes)

Batman: This madness ends now!

Joker: Now ain't that a co-inky-dink. We're talking about the old man and the spawn of his loins just happens to call. Makes you want to laugh, doesn't it, Artie?

Reeves: B-Beaumont needed me to help him and his kid get out of town. He kept in touch.
Batman: When was the last time you spoke to him?
Reeves: Years ago. My first election campaign. I was running out of money and I asked him for help... (giggles) He said no!
Batman: So you sold him to the mob.
Reeves: (laughing hysterically) I was broke! Desperate! They said all they wanted was their money back!